Auditor Report of Autopal Industries Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Autopal Industries Limited,which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

9. We draw your attention to the Note No. 39 for Deferred Tax Liability regarding non recognition of deferred tax liability amounting Rs. 48,15,445/ - The same is due to the estimate considered by the management of the company considering absence of reasonable certainty in the near future that the same will be reversed.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

11. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit And Loss, the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - NIL

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. the company has not transferred an amount of Rs 2,87,074 (Unpaid share application money Rs. 82,646 and Unpaid Dividend of Rs. 2,04,428) to the Investor Education and Protection Fund account.

ANNEXURES TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditors' Report in Paragraph 10 to the members of the Company on the financial statements for the year ended 31st March 2015, we report that:

1) In respect of Fixed Assets:

a ) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, as per the explanations provided to us.

2) In respect of Inventories:

a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. As explained to us no material discrepancies were noticed on verification between the physical stocks and the book records.

3) The Company has granted loan to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

a) In our opinion and according to the information and explanations given to us the receipt of the principal amount is as per terms of the agreement. No Interest has been charged since giving of loans.

b ) The loan is receivable on demand hence there is no overdue amount in excess of Rs. 1 Lac in respect of loans granted to the parties listed in the register maintained under section 189 of the Act.

4) In our opinion and according to the information and explanation given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5) As informed and explanation given to us the Company has not accepted any new deposits from the public during the year. However, the company has not made repayment of 1/5th of deposits as per order under SICA Act, 1985.

6) As informed to us, Company is maintaining the cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Governmentunder Section 148(1) of the Companies Act 2013 for the products of the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion :-

a) The payment in respect of undisputed statutory dues, including Provident Fund, Employees' State Insurance, Service Tax, Income Tax, Tax deducted at sources, Customs duty, Value Added Tax, Excise duty, Cess and other material statutory dues applicable to it have been regularly deposited during the year by the Company with the appropriate authorities though there has been a delay in a few cases.

b) There were no undisputed amounts payable in respect of Income-tax, Custom Duty, Excise Duty, Sales Tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

c) The company has not transferred amount of Rs 2,87,074(Unpaid Share Application Money Rs. 82,646 and Unpaid Dividend of Rs. 2,04,428)to the Investor Education and Protection Fund Account.

8) The Company has accumulated losses which are not more than 50% of the net worth at the end of the Financial Year ended on 31st March, 2015 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and the banks during the year.

10) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

11) According to our audit procedure and on the basis of information and explanation given to us the term loan was applied for the purpose for which that loan was obtained.

12) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company,noticed or reported during the year, nor have we been informed of any such case by the management.

For Rajvanshi & Associates Place: Jaipur Chartered Accountants Date: 29 th May 2015 Firm Regn. No.: 005069C

Abhinav Rajvanshi Partner Membership No.: 426357

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Mar 31, 2014

We have audited the accompanying financial statements of Autopal Industries Limited which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2014; In the case of Statement of Profit & Loss, of the profit of the Company for the year ended on that date and

a) In the case of Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended, issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

ANNEXURES TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 under the heading of "Report on other legal & Regulatory Requirements" of our report of even date)

1) In respect of fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, as per the explanations provided to us.

c) In our opinion and according to the information and explanation given to us, there is no substantial disposal of fixed assets during the year.

2) In respect of its inventories:

a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. As explained to us no material discrepancies were noticed on verification between the physical stocks and the book records.

3) In respect of loans secured or unsecured loan, taken or granted by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956:

a) As per information and explanations provided to us, the company has given following loans:

Name Nature Loan Maximum Balance as Given(RS) Amount on outstanding 31/03/2014 during the year(RS)

Lata Gupta Related 500000 25,00,000 25,00,000 Party

Man Radio Related 10,00,000 10,00,000 and Party Electricals Pvt Ltd

b) In our opinion, the rate of interest, where applicable and other terms & conditions on which loans have been given to the parties listed in the register maintained u/s 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

c) In our opinion and according to the information and explanations given to us the receipt of the principal amount as per terms of the agreement are regular. No Interest has been charged since giving of loans.

d) The loan is receivable on demand hence there is no overdue amount in excess of Rs. 1 Lac in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of Companies Act, 1956.

e) According to the information and explanations given to us, the Company has taken following loan

Name Nature Loan Maximum Balance as Taken(R Amount on S) outstandi 31/03/2014 ng during the year(RS)

Anubha Gupta Related 8,40,000 43,79,150 27,19,150 Party

Anup Gupta Related 1,10,00,000 1,37,77,000 1,37,77,000 Party

Autolite(India) Related 0 64,13,492 16,13,492 Ltd Party

Dharmpal Related 2,15,000 2,15,000 2,15,000 Gupta Party

Lata Gupta Related 2,05,000 2,05,000 2,05,000 Party

Rajni Gupta Related 18,78,600 34,08,220 22,59,400 Party

f) The Company has not paid any interest on loans which have been taken from the parties listed in the register maintained u/s 301 of the companies Act, 1956 as per BIFR orders and other terms and conditions of the loan taken are not prima facie prejudicial to the interest of the company.

g) In our opinion and according to the information and explanations given to us the payment of the principal amount was made as per terms of the agreement.

4) In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5) In respect of register maintained under section 301 of the companies act, 1956

a) Based on the information and explanation given to us, the transactions pertaining to contracts and arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) According to information and explanation given to us, there are transactions of purchase and sales entered into the register maintained under section 301 of the Companies Act, 1956 and prices of such are reasonable having regard to the prevailing market prices at the relevant time as explained to us.

6) As informed and explanation given to us the Company has not accepted any new deposits from the public during the year. However, the company has repaid 1/5th of deposits as per order under SICA Act, 1985 in terms of section 58A and 58AA clause 4(vi) of the Companies Act, 1956.

7) As informed to us the Company has own internal audit system commensurate with the size and the nature of its business. No external auditor is engaged for the purpose of Internal Audit.

8) As informed to us, Company is maintaining the cost records as prescribed under Section 209(1)(d) of the Companies Act 1956 by the Central Government for the products of the Company. However, we have not carried out detailed examination of the same.

9) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the payment in respect of Provident Fund, Employees'' State Insurance, Service Tax, Income Tax, Customs duty and Excise duty have been regularly deposited during the year by the Company with the appropriate authorities though there has been a delay in a few cases.

According to information and explanations given to us, the following dues of Sales tax have not been deposited by the Company on account of disputes:

Nature of Nature Amount Period to Forum where the statue of the (Rs. In which the dispute is dues Lacs) amount pending relates

RST/CST Sales 0.50 1999-2000 Rajasthan Tax Commercial Tax Department

RST/CST Sales 0.86 2000-2001 Rajasthan Tax Commercial Tax Department

RST/CST Sales 0.96 2002-2003 Rajasthan Tax Commercial Tax Department

10) The Company has accumulated losses which are not more than 50% of the net worth at the end of the Financial Year ended on 31st March, 2014 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and the banks during the year.

12) According to our audit procedure and on the basis of information and explanation given to us, the company has not granted any loan on the basis of security by way of pledge of shares, debenture and other securities. Therefore, the question of adequacy or otherwise of maintenance of documents and records in respect thereof does not arise.

13) The Company is not a chit fund/ Nidhi/ mutual benefit fund/ society. Therefore, the provisions of the clause 4(xiii) of the order are not applicable on the Company.

14) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4(xiv) of the order are not applicable on the Company.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) According to our audit procedure and on the basis of information and explanation given to us the term loan was for the purpose for which that loan was obtained.

17) According to the information and explanation given to us, and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that, prima facie, have been used for the long term investment and vice versa .

18) The Company has issued 5 Lacs 9% Redeemable Non-Cumulative Preference shares of Rs. 10 each fully paid each to the promoters covered u/s 301 against their outstanding loan during the year. The price of share is not prejudicial to the interest of the Company.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures. Accordingly, no security/charge has been created in respect of debentures issued.

20) The Company has not raised any money by public issue during the year.

21) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Rajvanshi & Associates (Chartered Accountants) (Firm Registration No. 005069C) Vikas Rajvanshi (Partner) M.No: 073670 Place: JAIPUR Dated: 30th May 2014

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Mar 31, 2013

We have audited the accompanying financial statements of Autopal Industries Limited which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of Statement of Profit & Loss, of the profit of the Company for the year ended on that date and

c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended, issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act , we report that :

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

ANNEXURES TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 under the heading of "Report on other legal & Regulatory Requirements" of our report of even date)

1) In respect of fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, as per the explanations provided to us.

c) In our opinion and according to the information and explanation given to us, there is no substantial disposal of fixed assets during the year.

2) In respect of its inventories:

a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. As explained to us no material discrepancies were noticed on verification between the physical stocks and the book records.

3) In respect of loans secured or unsecured loan, taken or granted by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956:

a) As per information and explanations provided to us, the Company has not given any loan to companies, firms or other parties covered in the register maintained u/s 301 of the Companies A ct , 19 56 . Co nsequ ent ly, th e requirements of Clauses (iii) (b), (iii)

(c) and (iii) (d) of paragraph 4 of the Order are not applicable.

e) According to the information and explanations given to us, the Company has taken unsecured loan from 4 (Four) Parties and maximum outstanding during the year was Rs.237.34 lacs and amount outstanding as on 31.03.2013 is Rs.190.69 lacs. No repayment was made during the year.

f) The Company has not paid any interest on loans which have been taken from the parties listed in the register maintained u/s 301 of the companies Act, 1956 as per BIFR orders and other terms and conditions of the loan taken are not prima facie prejudicial to the interest of the company.

g) In our opinion and according to the information and explanations given to us the payment of the principal amount was made as per terms of the agreement.

4) In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5) In respect of register maintained under section 301 of the companies act, 1956

a) Based on the information and explanation given to us, the transactions p ert a i n i ng to co n tract s a nd arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) According to information and explanation given to us, there are transactions of purchase and sales entered into the register maintained under section 301 of the Companies Act, 1956 and prices of such are reasonable having regard to the prevailing market prices at the relevant time as explained to us.

6) As informed and explanation given to us the Company has not accepted any new deposits from the public during the year. However, the company has repaid 1/5th of deposits as per order under SICA Act, 1985 in terms of section 58A and 58AA clause 4(vi) of the Companies Act, 1956.

7) As informed to us the Company has own internal audit system commensurate with the size and the nature of its business. No external auditor is engaged for the purpose of Internal Audit.

8) As informed to us, Company is maintaining the cost records as prescribed under Section 209(1)(d) of the Companies Act 1956 by the central government for the products of the Company. However, we have not carried out detailed examination of the same.

9) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the payment in respect of Provident Fund, Employees'' State Insurance, Customs duty and Excise duty have been regularly deposited during the year by the Company with the appropriate authorities though there has been a delay in a few cases.

According to information and explanations given to us, the following dues of Sales tax have not been deposited by the Company on account of disputes:

Nature of Nature of Amount Period to which Forum where the statue the dues (Rs. In Lacs) the amount relates dispute is pending

RST/CST Sales Tax 2.39 1997-1998 Rajasthan Commercial Tax Department

RST/CST Sales Tax 5.96 1998-1999 Rajasthan Commercial Tax Department

RST/CST Sales Tax 5.76 1999-2000 Rajasthan Commercial Tax Department

RST/CST Sales Tax 0.86 2000-2001 Rajasthan Commercial Tax Department

RST/CST Sales Tax 0.96 2002-2003 Rajasthan Commercial Tax Department

10) The Company has accumulated losses which are not more than 50% of the net worth at the end of the Financial Year ended on 31st March, 2013 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and the banks during the year.

12) According to our audit procedure and on the basis of information and explanation given to us, the company has not granted any loan on the basis of security by way of pledge of shares, debenture and other securities. Therefore, the question of adequacy or otherwise of maintenance of documents and records in respect thereof does not arise.

13) The Company is not a chit fund/ Nidhi/ mutual benefit fund/ society. Therefore, the provisions of the clause 4(xiii) of the order are not applicable on the Company.

14) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4(xiv) of the order are not applicable on the Company.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) According to our audit procedure and on the basis of information and explanation given to us the term loan was applied for the purpose for which that loan was obtained.

17) According to the information and explanation given to us, and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that, prima facie, have been used for the long term investment nor the long term loan have been used to finance short term assets except for permanent working capital.

18) The Company has issued 10 Lacs 9% Redeemable Non-Cumulative Preference shares of Rs. 10 each fully paid each to the promoters covered u/s 301 against their outstanding loan during the year. The price of share is not prejudicial to the interest of the Company.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures. Accordingly, no security/charge has been created in respect of debentures issued.

20) The Company has not raised any money by public issue during the year.

21) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Rajvanshi & Associates

Chartered Accountants

Firm Regn. No. : 005069C

Sd/-

Vikas Rajvanshi

Place : Jaipur Partner

Date : 30th May 2013 Membership No. : 073670

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Mar 31, 2012

1. We have audited the accompanying financial statements of Autopal Industries Limited which comprise the Balance Sheet as at 315, March 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. Our responsibility is to express an opinion these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in annexure referred to in paragraph 3 above as required by Section 227(3) of the Act, we report that:

a. We have obtained ail the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit:

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet , Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-Section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31 March 2012, and taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to me best of our information and according to the explanations given to us, the financial statements read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii. In the case of Statement of Profit & Loss, of the profit of the Company for the year ended on that date and

iii. In the case of Cash Flow Statement, of the cash flows for the year ended on that date

ANNEXURES TO THE AUDITOR''S REPORT (Referred to in paragraph 3 of our report of even date)

(i) In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, as per the explanations provided to us.

(c) In our opinion and according to the information and explanation given to us, there is no substantial disposal of fixed assets during the year.

(ii) In respect of its inventories:

(a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. As explained to us no material discrepancies were noticed on verification between the physical stocks and the book records.

(iii) In respect of loans secured or unsecured, taken or granted by the company to/from . companies, firms or other parties covered '' in the register maintained u/s 301 of the Companies Act, 1956:

(a) As per information and explanations provided to us, the company has not given loan to any person specified person u/s 301.

(b) Since, No loan has been given by the company so no question of rate of interest and other terms & conditions on which loans have been given to the parties listed in the register maintained u/s 301 of the Companies Act, 1956 are not applicable to the company.

(c) Since, No loan has been given by the company so question of receipt of the principal amount and interest as per terms of the agreement do not arise.

(d) Since. No loan has been given by the company hence question of overdue amount in excess of Rs. 1 Lacs in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of Companies Act, 1956 does not applicable.

(e) According to the information and explanations given to us, the Company has taken unsecured loan from 5 (Five) Parties and maximum outstanding during the year was Rs. 436/- lacs and amount outstanding as on 31.03.2012 is Rs. 230.45 lacs. No repayment was made during the year.

(f) The Company has not paid any interest on loans which have been taken from the parties listed in the register maintained u/ s 301 of the companies Act, 1956 as per BIFR orders and other terms and conditions of the loan taken are not prima facie prejudicial to the interest of the company.

(g) In our opinion and according to the information and explanations given to us the payment of the principal amount was made as per terms of the agreement.

(iv) In our opinion and according to the information and explanation given to us, there is adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) In respect of register maintained under section 301 of the companies act, 1956 fa) In our opinion and according to information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section upon ratification of the same by the Boards of Directors of the Company after the end of the year. (b) In our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in (v) (a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) As informed and explanation given to us die Company has not accepted any new deposits from the public during the year. However, the company has repaid !/5th of deposits as per BIFR order under SICA Act, 1985 in terms of section 58A of the Companies Act, 1956.

(vii) As informed to us the Company has an adequate internal audit system commensurate with the size and the nature of its business for some part of the year.

(viii) As informed to us, Company is maintaining the cost records as prescribed under Section 209(1 )(d) of the Companies Act 1956 by the central government for the products of the Company. However, we have not carried out the examination of the same.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the payment in respect of Provident Fund, Employees'' State Insurance, Customs duty and Excise duty have been regularly deposited during the year by the Company with the appropriate authorities though there has been a delay in a few cases. (b) According to information and explanations given to us, the following dues of Sales tax have not been deposited by the Company on account of disputes:

Nature of Nature of Amount Period to which Forum where the dues (Rs.In Lacs) the amount relates dispute is pending

RST/CST Sales Tax 5.43 1997-1998 Rajasthan Commercial Tax Department

RST/CST Sales Tax 7.97 1998-1999 Rajasthan Commercial Tax Department

RST/CST Sales Tax 7.74 1999-2000 Rajasthan Commercial Tax Department

RST/CST sales Tax 0.19 2000-2001 Rajasthan Commercial Tax Department

RST/CST sales Tax 2.95 2002-2003 Rajasthan Commercial Tax Department

(x) The Company was having accumulated losses at the beginning of the year however, there is positive net worth at the end of the financial year ended on 31 march 2012 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and the banks during the year.

(xii) According to our audit procedure and on the basis of information and explanation given to us, the company has not granted any loan on the basis of security by way of pledge of shares, debenture and other securities. Therefore, the question of adequacy or otherwise of maintenance of documents and records in respect thereof does not arise.

(xiii) In our opinion and according to the information and explanations given to us. the Company is not a chit fund/ nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities. debentures and other investments. In respect of long term investment made by the company, according to information and explanation given to us, all the investments have been held in die name of the company only.

(xv) According to the information and explanations given to us, die Company has not given any guarantee for loans taken by others from banks or financial institutions..

(xvi) According to our audit procedure and on the basis of information and explanation given to us the Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanation given to us, and on an overall examination of the balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that. prima facie, have been used for the long term investment nor the long term loan have been used to finance short term assets except for permanent working capital

(xviii) The Company has made 10 lacs shares of R s 10 each as preferential allotment of shares to Anup Gupta and Dharam Pal Gupta in compliance with the BIFR order which are covered in the register maintained under section 301 of the Act during the year.

(xix) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures. Accordingly, no security/charge has been created in respect of debentures issued.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Rajvanshi & Associates

Chartered Accountants

(FRN 005069C)

Sd/-

(VIKAS RAJVANSHI)

Partner

M.No: 073670

Place: Jaipur

Date : 30.05.2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of AUTOPAL INDUSTRIES LIMITED as at 31 March 2010 and also the Profit and Loss account of the Company for the year ended on that date annexed thereto, and the Cash Flow statement for the year ended on that date, which we have signed under reference of this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Govt. of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraphs above, we report that:

(a) We have obtained all the which to the best of our necessary for the purpose of our audit.

(b) In our opinion, proper books of Accounts as required by law have been kept by the Company so far as appears from our examination of those books.

( c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account and comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except AS-15 (Employee benefits) as detailed in para 1(g) of ScheduleS, AS-22 (Accounting for taxes on income) as detailed in para 14 of Schedule Sand AS- 28(Impairment of assets) as detailed in para 15 of Balance Sheet.

(d) As the Company failed to repay its deposits on due dates and as the default continues for more than a year, all Directors of the Company are not qualified for being appointed as directors of any other public company in terms of provision of section 274(1 )(g) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000. •

5. (i) The net worth of the Company had been fully eroded and as the Company has been declared sick under taking within the meaning of SICA Act, 1985. The going concern concept will hold good depending upon the revival scheme approved by the BIFR and promoters of the company.

(ii) As detailed in para 6 of Schedule S regarding non provision for doubtful advances for import of capital goods and materials has been made in Profit & Loss Account aggregating to Rs.56.06 Lacs by which loss is understated in the profit and loss account.

(iii)As mentioned in para 7 of Schedule S regarding confirmation for loans and advances, deposits, debtors and creditors has not been received therefore the same are shown on book balances.

(iv) As detailed in para 14 of schedule S , no impact has been taken in books of account for Deferred Tax Assets/ liabilities.

(v) As detailed in para 15 of Schedule S regarding non calculation of test for impairment of assets under Accounting Standard 28 therefore we are unable to express our opinion on the losses, if any arising due to impairment

(vi)As detailed in para (d) above, all the directors of the company are disqualified from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,1956.

6. Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010.

(b) In the case of Profit & Loss Account, of the Loss for the year ended on that date, and

(c) In the case of Cash Flow Statements of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our Report of even date)

1 a) The Company is maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets of the Company.

b) As informed to us, fixed assets were physically verified during the year by the management at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c) Durjng the year the Company has disposed off some of unused plant & machinery, which is not substantial part of the fixed assets of the Company. Therefore it has not affected going concern status of the Company.

2. a) As explained to us inventories were physically verified at the end of the year by the Management.

b) In our opinion and according to the information and explanations given to us, the procedures of physically verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and discrepancies noticed on physical verification have been properly dealt with in the books of account of the Company.

3. a) According to the information & explanations given to us, the Company has not granted any loan, secured and unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) The company has taken loans from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. The number of parties is 5 (five) and maximum outstanding during the year was Rs 1301.43 lacs and amount out standing as on 31.03.2010 is Rs 1260.64 lacs.

c) In our opinion the rate of interest and other terms and conditions of above loans taken by the company are not prima facie prejudicial to the interest of company.

d) However no payment has been made against these outstanding.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

5. a) According to the information and explanations given to us, transactions with the parties listed in the register maintained under section 301 of the Companies Act, 1956 have been entered in the register upon ratification of the same by the Board of Directors of the Company after the end of the year.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts of arrangements entered in register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. As informed to us that no new deposits were received during the year by the company however the company has defaulted in repayment of deposits and maintenance of liquid assets in terms of section 58 A of the Companies Act, 1956.

7. The Company does not have internal audit system.

8. According to the information and explanations given to us, the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, are not applicable to the Company.

9. a) According to the records of the Company, the

Company is generally regular in depositing current year Provident Fund, E.S.I, and Sales Tax dues with the appropriate authorities.

b) Statement of Arrears of statutory dues outstanding for more than six months.



Nature of Nature of Amount Period to

The statute the dues (Rs. In Lacs) Which the

amount relates

RST/CST Sales Tax 5.39 1997-1998

7.97 1998-1999

7.74 1999-2000

0.86 2000-2001

2.95 2002-2003



10. As at 31.03.2010 due to accumulated losses, the net worth of the Company has been fully eroded. The Company has incurred cash losses during the financial year and in the financial year immediately preceding financial year also.

11. During the year the Company has settled its entire dues with State Bank of Patiala and there are no outstanding towards financial institutions/banks during the year.

12. According to our audit procedure and on the basis of information and explanations given to us, the Company has not granted any loan on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the question of adequacy or otherwise of maintenance of documents and records in respect there of does not arise.

13. According to our audit procedure and on the basis of information and explanations given to us, the Company has not indulged in any chit fund activity during the year under review. Therefore, the question of compliance with provisions of any special statute applicable to chit fund does not arise.

14. According to our audit procedure and on the basis of information and explanations given to us, the Company has not indulged in dealing or trading in shares, securities, debentures and other investments. In respect of long term investment made by the Company, according to the information and explanations given to us, all the investments have been held in the name of the Company only.

15. According to our audit procedure and on the basis of information and explanations given to us, the Company has not given any guarantee for any loan taken by any third party. Therefore, the question of impact of its terms and conditions on the interest of the Company does not arise.

16. According to our audit procedure and on the basis of information and explanations given to us, the Company has not obtained term loans during the year.

17. According to our audit procedure and on the basis of information and explanations given to us, funds raised during the year under review on short term basis have not been used for long term investments and vice versa.

18. According to our audit procedure and on the basis of information and explanations given to us, during the year under review, the Company did not make any preferential allotment of shares to the parties or companies listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the question of impact on the prices recovered in respect of such shares on the interest of the Company does not arise.

19. According to our audit procedure and on the basis of information and explanations given to us, during the year under review, the Company did not issue any secured or unsecured debentures. Therefore, the question of creation of securities in respect there of does not arise.

20. According to our audit procedure and on the basis of information and explanations given to us, during the year under review, the Company did not raise money by way of public issue of shares. Therefore, the question of disclosure and verification of end use of money so raised does not arise.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed during the year under review.



For Kalani & Associates

Chartered Accountants

(FRN 02776C)

Sd/-

(K. K. KALANI)

Partner

M.No. 71800

Place : Jaipur

Date : 29.05.2010